UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
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Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) Annual and Special Meeting. On July 22, 2025, Medicus Pharma Ltd. (the "Company") held its 2025 Annual and Special Meeting of Shareholders (the "Meeting"). The matters voted upon at the Meeting and the final results of such voting are set forth below. A more complete description of each proposal is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on June 30, 2025.
(b) Matters Voted Upon; Voting Results. The following matters were submitted for a vote of the Company's shareholders.
Proposal 1. Shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the Company's 2025 fiscal year and the authorization of the Company's board of directors (the "Board") to fix the auditors' remuneration and terms of engagement:
| For | Withhold | Abstain | Broker Non-Votes | |||
| 13,261,952 | 55,738 | N/A | 0 |
Proposal 2. Shareholders elected all eight of the directors nominated by the Board to serve for one-year terms, until our 2026 annual meeting of shareholders or until their successors are duly elected or appointed, unless they resign, are removed, or become disqualified in accordance with the Articles of Incorporation of the Company (the "Articles") or the Business Corporations Act (Ontario):
| Name | For | Withhold | Abstain | Broker Non-Votes | ||||
| William L. Ashton | 10,115,639 | 17,036 | N/A | 3,185,015 | ||||
| Dr. Raza Bokhari | 10,115,364 | 17,311 | N/A | 3,185,015 | ||||
| Robert J. Ciaruffoli | 10,115,639 | 17,036 | N/A | 3,185,015 | ||||
| Barry Fishman | 10,115,314 | 17,361 | N/A | 3,185,015 | ||||
| Dr. Larry Kaiser | 10,115,169 | 17,506 | N/A | 3,185,015 | ||||
| Dr. Sara R. May | 10,115,569 | 17,106 | N/A | 3,185,015 | ||||
| Hon. Cathy McMorris Rodgers | 10,115,039 | 17,636 | N/A | 3,185,015 | ||||
| Ajay Raju | 10,116,519 | 16,156 | N/A | 3,185,015 |
Proposal 3. Shareholders approved the proposal to amend Article 3.2 of the Company's by-laws to replace the reference to "10%" with a reference to "33⅓%" to comply with the corporate governance rules of Nasdaq requiring the Company, having ceased to be a foreign private issuer, to have a quorum requirement for the transaction of business at a meeting of shareholders of not less than 33⅓% of the outstanding shares of a Company's common voting stock. Shareholder approval of this Proposal 3 required the affirmative vote of at least a majority of the votes cast by the shareholders present at the Meeting in person or by proxy:
| For | Against | Abstain | Broker Non-Votes | |||
| 10,127,547 | 5,128 | N/A | 3,185,015 |
Proposal 4. Shareholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance, sale and delivery by the Company pursuant to the Standby Equity Purchase Agreement dated February 10, 2025 between the Company and YA II PN, Ltd. of common shares representing 20% or more of the issued and outstanding common shares prior to such issuance at prices below the minimum price specified by Nasdaq Listing Rule 5635(d), which required the affirmative vote of at least a majority of the votes cast by the shareholders present at the Meeting in person or by proxy:
| For | Against | Abstain | Broker Non-Votes | |||
| 10,063,947 | 68,728 | N/A | 3,185,015 |
Proposal 5. Shareholders approved the proposal to amend the Articles to increase the voting threshold required to remove the Chairman of the Board to a vote of at least 75% of the Board and to make this provision part of the Articles, which required the affirmative vote of at least two-thirds of the votes cast by the shareholders present at the Meeting in person or by proxy:
| For | Against | Abstain | Broker Non-Votes | |||
| 9,891,337 | 241,338 | N/A | 3,185,015 |
Item 8.01. Other Events.
On July 23, 2025, the Company issued a press release relating to the results of the Meeting, as described in Item 5.07 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated July 23, 2025 | |
| 104 | | Cover Page Interactive Data File (embedded within the inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MEDICUS PHARMA LTD. | |
| By: | /s/ Raza Bokhari |
| Name: | Dr. Raza Bokhari |
| Title: | Executive Chairman and Chief Executive Officer |
Dated: July 23, 2025